Conflicts of Interest Policy

Adopted by the Board on October 28, 2016. As amended on August 11, 2026

NATIONAL ASSOCIATION OF SCIENCE WRITERS, INC. CONFLICTS OF INTEREST POLICY

ARTICLE I

PURPOSE

The purpose of this conflicts of interest policy (the “Policy”) is to (a) protect the interests of the National Association of Science Writers, Inc. (the “Association” or “NASW”) if and when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or Key Person (as defined below) of the Association or might result in a possible excess benefit transaction; and (b) ensure that the Association’s directors, officers, and Key Persons act in the Association’s best interests and comply with applicable legal requirements. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and tax-exempt organizations., including the prohibition against “excess benefit transactions1” found in Section 4958 of the Internal Revenue Code of 1986, as amended.

1 An “excess benefit transaction” is any transaction, including compensation arrangements, in which an economic benefit is provided by NASW directly or indirectly to or for the use of any disqualified person, and the value of the economic benefit provided by the Association exceeds the value of the services received in return. A “disqualified person” means, with respect to a transaction, any person who was, at any time during the 5-year period ending on the date of such transaction, in a position to exercise substantial influence over the affairs of NASW.

ARTICLE II

DEFINITIONS

Section 1. Interested Person. Any director, officer, or Key Person who has a direct or indirect Financial Interest, as defined below, is an Interested Person.

Section 2. Key Person. Key Person means any person, other than a director or officer, whether or not an employee of the Association,who (i) has responsibilities, or exercises powers or influence over the Association as a whole similar to the responsibilities, powers, or influence of directors and officers; (ii) manages the Association, or a segment of the Association that represents a substantial portion of the activities, assets, income or expenses of the Association; or (iii) alone or with others controls or determines a substantial portion of the Association’s capital expenditures or operating budget.

Section 3. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Association has a transaction or arrangement;

(b) A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.

For purposes of the above, an “ownership or investment interest” does not include an ownership interest of less than 5 percent of a publicly traded company. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Section 4. Conflict of Interest.

A Related Party Transaction is always a Conflict of Interest.

A potential Conflict of Interest also exists (and must be disclosed to the Authorized Body, as defined below) if and when (a) the circumstances of a transaction or arrangement might benefit the private interest of a director, officer, or Key Person of the Association or might result in an excess benefit transaction; or (b) the interests or potential interests of any director, officer, Key Person, or staff member, or that person’s Relative (as defined below), or any individual, group, or organization to which the person associated with the Association has allegiance either (i) may or may reasonably appear to be competing with the interests of the Association, or may impair such person’s independence or loyalty to the Association. or (ii) might affect, or might reasonably appear to affect, the judgment or conduct of such person in a manner that is adverse to the interests of the Association. All such potential Conflicts of Interest must be disclosed to the Authorized Body, which reviews those disclosures, determines whether an actual Conflict of Interest exists and, if so, addresses it according to the procedures in this Policy.

A Financial Interest is not necessarily a Conflict of Interest and a Conflict of Interest is not necessarily prohibited. A Conflict of Interest or potential

Conflict of Interest must be disclosed and evaluated in accordance with this Policy.

Examples of Potential Conflicts of Interest

A Conflict of Interest may include, but is not limited to, instances in which a director, officer, Key Person, staff member, or Relative:

1) Has a Financial Interest in any third party dealing with the Association. This includes preliminary discussions of a potential relationship between a third party and the Association as well as ongoing dealings between a third party and the Association.

2) Enters contests or fellowship, grant, or award programs sponsored by the Association.

It is NASW’s policy that:

●Board members may not apply for Association-sponsored grant or fellowship programs during their tenure.

●Board members may enter Association-sponsored award or contest programs as long as they disclose their role as NASW Board members in their award or contest application or submission and recuse themselves from (and not be present during) deliberation and voting on any matters involving such award or contest.

●Board members may not serve as judges for an Association-sponsored award or contest programs during their Board tenure. This does not include grant or fellowship programs.

3) Holds office, serves on a board, participates in management, or is employed by any third party dealing with the Association (including preliminary discussions of a potential relationship as well as ongoing dealings), other than direct funders to the Association; or derives remuneration or other financial gain from an external transaction involving the Association (other than salary reported on an IRS Form W-2or-2 or W-9 or salary and benefits expressly authorized by the board Board).

It is NASW’s policy that

● Officers of NASW may not serve as officers of peer organizations, i.e. those involved in journalism, communication, or science writing. While the vote of each board member is equal, the additional responsibilities and ability to conduct ordinary business outside of board meetings (imbued in the bylaws) precludes NASW officers from also being officers of peer organizations. General board service in peer organizations or officership in non-peer organizations would not be precluded.

● A person who is employed in a position of financial control or responsible for directing business decisions at a peer organization, may not serve as an NASW officer.

4) Receives gifts or favors that are not insubstantial from any third party on the basis of his or her position with the Association It is NASW’s policy that “insubstantial” means occasional gifts valued at no more than $200; all other gifts should be returned to the donor with the explanation that the

Association policy does not permit the acceptance of gifts. No personal gift of money should ever be accepted.

It is not possible to list every scenario or circumstance that may present an actual, potential, or apparent Conflict of Interest. The examples above offer scenarios or circumstances that may challenge an individual’s ability or capacity to act solely in the best interest of NASW and, accordingly, should be disclosed in advance to the Authorized Body, which will determine whether or not a Conflict of Interest exists and, regardless, whether any further disclosures, safeguards, or other actions are warranted. If you are not sure whether a transaction, agreement, arrangement, role, relationship or affiliation presents a conflict, please contact the Executive Director or other administrator of this Policy.

Section 5. Authorized Body. The Authorized Body is the Association’sBoard of Directors, or if at any time the Board designates a committee of the Board to review Conflicts of Interest, then that committee.

Section 6. Related Party. A Related Party is (i) any director, officer or Key Person of the Association or any affiliate of the Association, or any other person who exercises the powers of directors, officers or Key Persons over the affairs of the Association or any affiliate of the Association; (ii) any relative of any individual described in clause (i) above; or (iii) any entity in which any individual described in clauses (i) or (ii) above has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.

Section 7. Related Party Transaction. A Related Party Transaction is any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Association or any affiliate of the Association is a participant.

Section 8. Relative. A Relative of an individual is (i) his or her spouse or domestic partner as defined in section 2994-a of the New York Public Health Law; (ii) his or her ancestors, brothers and sisters, children, grandchildren, great-grandchildren; or (iii) the spouse or domestic partner of his or her brothers, sisters, children, grandchildren, and great-grandchildren.

ARTICLE III

PROCEDURES

Section 1. Duty to Disclose. In connection with any actual or potential Conflict of Interest, an Interested Person must disclose the existence of his or herFinancial Interest, and the material facts concerning such interest and the proposed transaction or arrangement, to the Authorized Body.

Section 2. Determining Whether a Conflict of Interest Exists. The Authorized Body shall decide if a Conflict of Interest exists.

Section 3. Procedures for Disclosing and Addressing the Conflict of Interest.

(a) If requested by the Authorized Body, an Interested Person may make a presentation at a meeting of the Authorized Body, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible Conflict of Interest. The Interested Person is prohibited from attempting to influence the deliberation or voting on the matter giving rise to the possible Conflict of Interest.

(b) The Chair of the Authorized Body shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(c) After exercising due diligence, the Authorized Body shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest.

(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a Conflict of Interest, the Authorized Body shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4. Violations of the Conflicts of Interest Policy.

(a)If the Authorized Body has reasonable cause to believe a director, officer or Key Person has failed to disclose actual or potential Conflicts of Interest, it shall inform such person of the basis for such belief and afford him or her an opportunity to explain the alleged failure to disclose.

(b) If, after hearing such person’s response and after making further investigation as warranted by the circumstances, the Authorized Body determines that such person has failed to disclose an actual or possible Conflict of Interest, the Authorized Body shall take appropriate disciplinary and corrective action.

ARTICLE IV

RECORDS OF PROCEEDINGS

Section 1. Minutes. The minutes of the proceedings of the Authorized Body shall contain documentation of the existence and resolution of any actual or possible conflicts, including in the minutes of any meeting at which the conflict was discussed or voted upon:

(a) The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or potential Conflict of Interest, the nature of the Financial Interest, any action taken to determine whether a Conflict of Interest was present, and the Authorized Body’s decision as to whether a Conflict of Interest in fact existed.

(b)The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V

USE OF ASSOCIATION INFORMATION AND CONFIDENTIALITY

Directors, officers, and staff shall not use information received from participation in the Association affairs, whether expressly denominated as confidential or not, for personal gain or to the detriment of the Association. Views, ideas and opinions discussed during Board and committee meetings are considered confidential to the Association and shall not be shared or circulated outside of the Board or such committee, as applicable, unless the Board or such committee, as applicable, expressly determines otherwise.

ARTICLE VI

COMPENSATION

Section 1. Board Members Precluded from Voting. A voting member of the Board who receives compensation, directly or indirectly, from the Association for services is precluded from participating in deliberation or voting on matters pertaining to that Board member’s compensation; provided, that such Board member may deliberate or vote concerning compensation for service on the Board that is to be made available or provided to all members of the Board on the same or substantially the same terms.

Section 2. Committee Members Precluded from Voting. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.

Section 3. No Prohibition on Information. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation prior to the commencement of deliberations or voting relating thereto.

ARTICLE VII

RELATED PARTY TRANSACTIONS

Procedures for disclosing, addressing, and documenting Related Party Transactions are found in Article VIII of the Association’s Constitution and Bylaws.

ARTICLE VIII

ANNUAL STATEMENTS AND DISCLOSURES

Section 1. Annual Acknowledgments. Each director, officer, and Key Person shall annually sign a statement which affirms such person:

(a) Has received a copy of this Conflicts of Interest Policy;

(b) Has read and understands the Policy;

(d) Understands the Association is a not-for-profit corporation and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 2. Annual Disclosure Statements. Prior to the initial election or appointment of a director, officer or Key Person, and annually thereafter, such director, officer or Key Person shall complete, sign and submit to the Secretary of the Association or a designated compliance officer, a written statement which, at a minimum, identifies, to the best of his or her knowledge, any relationships or transactions which may give rise to, or constitute, a Conflict of Interest, and any entity of which such director is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Association has a relationship. The Association’s statement form, as it may be amended or revised from time to time, shall be appended to this Policy. The Secretary or designated compliance officer will provide a copy of all completed statements to the chair of the Authorized Body.

ARTICLE IX

PERIODIC REVIEWS

Section 1. Periodic Reviews. To ensure the Association operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews may be conducted by or on behalf of the Authorized Body. The periodic reviews shall, at a minimum, include the following subjects:

(a) Whether compensation arrangements and benefits are reasonable, based on appropriate information concerning comparables when necessary or appropriate, and the result of arm’s length bargaining.

(b) Whether any partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, including the provisions in the Association’s Bylaws regarding Related Party Transactions, are properly recorded, reflect reasonable investment or payments for goods and services, further the Association’s purposes and do not result in private inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE X

USE OF OUTSIDE EXPERTS

Section 1. Outside Experts or Advisors. When conducting the periodic reviews as provided for in Article VIII, the Association may, but need not, use outside experts or advisors. If outside experts or advisors are used, their use shall not relieve the Authorized Body of its responsibility for ensuring periodic reviews are conducted.

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NATIONAL ASSOCIATION OF SCIENCE WRITERS, INC.

CONFLICTS OF INTEREST ACKNOWLEDGMENT FORM

The attached Conflicts of Interest Policy is designed to assist directors, officers, and Key Persons of the National Association of Science Writers, Inc. (the “Association”) in meeting their ongoing responsibility to disclose business or personal interests that may create a Conflict of Interest. Please complete and sign this form and return it to the Secretary of the Association or designated compliance officer.,4 who shall provide a copy of all completed statements to the chair of the audit committee. Capitalized terms used herein without definition shall have the meanings assigned to them in the Conflicts of Interest Policy of the Association.

Section 1. Disclosure of Potential Conflicts of Interest. Please disclose any potential Conflicts of Interest in the space below, or on additional paper as needed, including any: (a) entity of which you are an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Association has a relationship.; (b) current sources of science writing-related activity (e.g., teaching, consulting) for which you or a Related Party has earned $10,000 or more from a single source in the past 12-months; (c) other board service (including as a director, trustee or officer) to, management of or employment by any organization (i) in the journalism or communications landscape or (ii) which substantially interferes with or is likely to substantially interfere with the performance of your responsibilities to the Association; and

(d) engagement in any outside employment or other activity that will materially encroach on your obligations to the Association, compete with the Association’s activities, involve any use of the Association’s equipment, supplies or facilities, or imply the Association’s sponsorship or support of the outside employment or activity.

Section 2. Acknowledgment. I hereby acknowledge that I have received a copy of the Conflicts of Interest Policy of the Association and that I have read it and understand it. I hereby agree to abide by and comply with the procedures contained in the Conflicts of Interest Policy. I understand that the Association in order to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Signature:

Name:

Date: